Exhibit 10(u)2


                                    AMENDMENT
                                     TO THE
                                 MINNESOTA POWER
                         EXECUTIVE ANNUAL INCENTIVE PLAN


     The Minnesota  Power  Executive  Annual  Incentive  Plan (the "Plan") dated
January 1, 1999, is amended as follows:

1.   Effective September 1, 2000, Section 1.1, is amended to read as follows:

     ESTABLISHMENT  OF THE PLAN.  ALLETE,  Inc.,  a Minnesota  corporation,
     formerly Minnesota Power & Light Company  (hereinafter  referred to as
     the "Company"),  hereby  establishes an annual incentive  compensation
     plan (the "Plan"), as set forth in this document.  The Plan allows for
     annual cash payments to  Participants  based on the  Company's  annual
     performance relative to both financial and non-financial goals.

2.   Effective  September 1, 2000, the title of the  Plan is  amended to  be the
ALLETE Executive Annual Incentive Plan.

3.   Effective January 23, 2002, Section 2.11 is amended to read as follows:

     "RETIREMENT"  shall,  with respect to a Participant,  have the meaning
     ascribed to such term in the tax qualified  retirement plan maintained
     by the Company or subsidiary for the benefit of such  Participant.  In
     the event  Participant  is eligible for  benefits  under more than one
     such tax qualified  retirement  plan, the earliest date provided under
     any of said plans shall be the meaning ascribed under this Plan.


                                             ALLETE, Inc., formerly
                                             Minnesota Power, Inc., formerly
                                             Minnesota Power & Light Company


                                    By:      /s/ Philip R. Halverson
                                             -----------------------------------
                                             Philip R. Halverson
                                             Corporate Secretary, Vice President
                                             and General Counsel